Exhibit 10.3


 


FORM OF MANAGEMENT AGREEMENT


 


THIS
AGREEMENT made effective the • day of • 2007; by and
between CAPITAL PRODUCT PARTNERS L.P., a limited partnership duly organized and
existing under the laws of the Marshall Islands with its registered office at 3
Iassonos Street, Piraeus, 18537, Greece, (“CLP”) and CAPITAL SHIP
MANAGEMENT CORP., a company duly organized and existing under the laws of
Panama with its registered office at Hong Kong Bank building, 6th
floor, Samuel Lewis Avenue, Panama, and a representative office established in
Greece at 3, Iassonos street, Piraeus Greece (“CSM”).


 


WHEREAS:


 


A.    CLP, a limited partnership
whose units will be listed and will trade on the Nasdaq Global Market, owns
vessels and requires certain commercial and technical management services for
the operation of its fleet; and


 


B.    CLP wishes to engage CSM to
provide such commercial and technical management services to CLP on the terms
set out herein.


 


NOW THEREFORE, the parties agree that, in
consideration of the fees set forth in Schedule “B” to this Agreement (the “Fees”)
and, if applicable, the Extraordinary Fees and Costs and subject to the Terms
and Conditions attached hereto, CSM shall provide the commercial and technical
management services set forth in Schedule “A” to this Agreement (the “Services”).


 


IN WITNESS WHEREOF the Parties have executed this
Agreement by their duly authorized signatories with effect on the date first
above written.


 


	
   

  	
  CAPITAL PRODUCT PARTNERS L.P. BY ITS

  GENERAL PARTNER, CAPITAL GP L.L.C.,

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
  CAPITAL SHIP MANAGEMENT CORP.,

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 

















 


ARTICLE I


 


TERMS AND
CONDITIONS


 


Section 1. Definitions. In this
Agreement, the term:


 


“Additional Vessels” means medium-range product
tankers not in the ownership of CLP on the date of this agreement and
medium-range product tankers not forming part of the newbuildings fleet as set
out in Schedule “C” to this Agreement, that CLP may subsequently purchase. Such
Additional Vessels, after their acquisition by CLP, for the purposes of this
Agreement shall also be referred to herein as Vessels;


 


“Change of Control” means with respect to any
entity, an event in which securities of any class entitling the holders thereof
to elect a majority of the members of the board of directors or other similar
governing body of the entity are acquired, directly or indirectly, by a “person”
or “group” (within the meaning of Sections 13(d) or 14(d)(2) of the
Exchange Act), who did not immediately before such acquisition own securities
of the entity entitling such person or group to elect such majority (and for
the purpose of this definition, any such securities held by another person who
is related to such person shall be deemed to be owned by such person);


 


“Extraordinary Fees and Costs” means the fees
and costs listed in Schedule D to this Agreement.


 


“Limited Partnership Agreement” means the
amended and restated agreement of limited partnership of CLP dated as of •
, as from time to time amended;


 


“CGP” means Capital GP L.L.C., a Marshall
Islands limited liability company that is the general partner of CLP;


 


“CLP Group” means CLP, CGP and subsidiaries of
CLP;


 


“Unitholders” means holders of limited
partnership units in CLP; and


 


“Vessels” means all medium-range product tankers
that are in the ownership of CLP on the date of this agreement, as well as the
seven medium-range product tankers scheduled for delivery and acquisition by
CLP in 2007 and 2008 (as set out in Schedule “C” to this Agreement) and the
Additional Vessels.


 


Section 2. General. CSM shall provide
the Services, in a commercially reasonable manner, as CLP, may from time to
time direct, all under the supervision of CLP, as represented by CGP in its
capacity as the general partner of CLP. CSM shall perform the Services to be
provided hereunder in accordance with customary ship management practice and
with the care, diligence and skill that a prudent manager of vessels such as
the Vessels would possess and exercise.


 


Section 3. Covenants. During the term
of this Agreement CSM shall:


 


2

















 


(a) diligently provide or subcontract for the
provision of (in accordance with Section 18 hereof) the Services to CLP as an
independent contractor, and be responsible to CLP for the due and proper
performance of same;


 


(b) retain at all times a qualified staff so
as to maintain a level of expertise sufficient to provide the Services; and


 


(c) keep full and proper books, records and
accounts showing clearly all transactions relating to its provision of Services
in accordance with established general commercial practices and in accordance
with United States generally accepted accounting principles.


 


Section 4. Non-exclusivity. CSM and
its employees may provide services of a nature similar to the Services to any
other person. There is no obligation for CSM to provide the Services to CLP on
an exclusive basis.


 


Section 5. Confidential Information. CSM
shall be obligated to keep confidential, both during and after the term of this
Agreement, all information it has acquired or developed in the course of
providing Services under this Agreement. CLP shall be entitled to any equitable
remedy available at law or equity, including specific performance, against a
breach by CSM of this obligation. CSM shall not resist such application for
relief on the basis that CLP has an adequate remedy at law, and CSM shall waive
any requirement for the securing or posting of any bond in connection with such
remedy.


 


Section 6. Service Fee. In
consideration for CSM providing the Services, CLP shall pay CSM the Fees as set
out in Schedule “B” to this Agreement and the Extraordinary Fees and Costs.


 


Section 7. General Relationship Between
The Parties. The relationship between the parties is that of independent
contractor. The parties to this Agreement do not intend, and nothing herein
shall be interpreted so as, to create a partnership, joint venture, employee or
agency relationship between CSM and any one or more of CLP, CGP in its capacity
as general partner on behalf of CLP or any member of the CLP Group.


 


Section 8. Force Majeure and Indemnity.


 


(i)            Neither CLP nor CSM shall be under any
liability for any failure to perform any of their obligations hereunder by
reason of any cause whatsoever of any nature or kind beyond their reasonable
control.


 


(ii)           CSM shall be under no liability whatsoever
to CLP for any loss, damage, delay or expense of whatsoever nature, whether
direct or indirect, (including but not limited to loss of profit arising out of
or in connection with detention of or delay to the Vessels or Additional
Vessels) and howsoever arising in the course of performance of the Services UNLESS
and to the extent that such


 


3

















 


loss, damage, delay or expense is proved to
have resulted solely from the fraud, gross negligence or willful misconduct of
CSM or their employees in connection with the Vessels, in which case (save
where such loss, damage, delay or expense has resulted from CSM’s personal act
or omission committed with the intent to cause same or recklessly and with
knowledge that such loss, damage, delay or expense would probably result) CSM’s
liability for each incident or series of incidents giving rise to a claim or
claims shall never exceed a total of US$3,000,000.


 


(iii)          Notwithstanding anything that may appear to
the contrary in this Agreement, CSM shall not be responsible for any of the
actions of the crew of the Vessels even if such actions are negligent, grossly
negligent or willful.


 


(iv)          CLP shall indemnify and hold harmless CSM and
its employees and agents against all actions, proceedings, claims, demands or
liabilities which may be brought against them arising out of, relating to or
based upon this Agreement including, without limitation, all actions,
proceedings, claims, demands or liabilities brought under or relating to the
environmental laws, regulations or conventions of any jurisdiction (“Environmental
Laws”), or otherwise relating to pollution or the environment, and against
and in respect of all costs and expenses (including legal costs and expenses on
a full indemnity basis) they may suffer or incur due to defending or settling
same, provided however that such indemnity shall exclude any or all losses,
actions, proceedings, claims, demands, costs, damages, expenses and liabilities
whatsoever which may be caused by or due to (A) the fraud, gross negligence or
willful misconduct of CSM or its employees or agents, or (B) any breach of this
Agreement by CSM.


 


(v)           Without prejudice to the general indemnity
set out in this Section, CLP hereby undertakes to indemnify CSM, their
employees, agents and sub-contractors against all taxes, imposts and duties
levied by any government as a result of the operations of CLP or the Vessels,
whether or not such taxes, imposts and duties are levied on CLP or CSM. For the
avoidance of doubt, such indemnity shall not apply to taxes imposed on amounts
paid to CSM as consideration for the performance of Services for CLP. CLP shall
pay all taxes, dues or fines imposed on the Vessels or CSM as a result of the
operation of the Vessels.


 


(vi)          It is hereby expressly agreed that no
employee or agent of CSM (including any sub-contractor from time to time
employed by CSM and the employees of such sub-contractors) shall in any circumstances
whatsoever be under any liability whatsoever to


 


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CLP for any loss, damage or delay of
whatsoever kind arising or resulting directly or indirectly from any act,
neglect or default on his part while acting in the course of or in connection
with his employment and, without prejudice to the generality of the foregoing
provisions in this Section, every exemption, limitation, condition and liberty
herein contained and every right, exemption from liability, defense and
immunity of whatsoever nature applicable to CSM or to which CSM are entitled
hereunder shall also be available and shall extend to protect every such
employee or agent of CSM acting as aforesaid.


 


(vii)         CLP acknowledges that it is aware that CSM is
unable to confirm that the Vessels, their systems, equipment and machinery are
free from defects, and agrees that CSM shall not under any circumstances be
liable for any losses, costs, claims, liabilities and expenses which CLP may
suffer or incur resulting from pre-existing or latent deficiencies in the
Vessels, their systems, equipment and machinery.


 


The provisions of this Section 8 shall remain in force
notwithstanding termination of this Agreement.


 


Section 9. Term And Termination. With
respect to each of the Vessels, this Agreement shall commence from the date on
which each Vessel begins its operations and will continue for approximately
five years up to and including the date each Vessel has its first special
survey (as more specifically described on Schedule E to this Agreement), unless
terminated by either party hereto on not less than one hundred and twenty (120)
days notice if:


 


(a) in the case of CLP, there
is a Change of Control of CSM and in the case of CSM, if there is a Change of
Control of CGP;


 


(b) in the case of CSM and at
the election of CSM, there is a Change of Control of CLP;


 


(c) the other party breaches this Agreement;


 


(d) a receiver is appointed for all or
substantially all of the property of the other party;


 


(e) an order is made to wind-up the other
party;


 


(f) a final judgment, order or decree which
materially and adversely affects the ability of the other party to perform this
Agreement shall have been obtained or entered against that party and such
judgment, order or decree shall not have been vacated, discharged or stayed; or


 


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(g) the other party makes a general
assignment for the benefit of its creditors, files a petition in bankruptcy or
for liquidation, is adjudged insolvent or bankrupt, commences any proceeding
for a reorganization or arrangement of debts, dissolution or liquidation under
any law or statute or of any jurisdiction applicable thereto or if any such
proceeding shall be commenced.


 


The approximate termination date of this Agreement
with respect to each of the Vessels is listed in Schedule E to this Agreement
(the “Date of Termination”). Upon the purchase of each Additional
Vessel, Schedule E to this Agreement shall be amended and restated to include
the relevant Date of Termination and Schedule B to this Agreement shall be
amended and restated to include the relevant Fees applicable to each Additional
Vessel. This Agreement shall be deemed to be terminated with respect to a
particular Vessel in the case of the sale of such Vessel or if such Vessel
becomes a total loss or is declared as a constructive or compromised or
arranged total loss or is requisitioned. Notwithstanding such deemed
termination, any Fees outstanding at the time of the sale or loss shall be paid
in accordance with the provisions of this Agreement.


 


For the purpose of this clause:


 


(i)            the date upon which a Vessel is to be
treated as having been sold or otherwise disposed of shall be the date on which
CLP ceases to be the legal owner of the Vessel;


 


(ii)           a Vessel shall not be deemed to be lost
until either she has become an actual total loss or agreement has been reached
with her underwriters in respect of her constructive, compromised or arranged
total loss or if such agreement with her underwriters is not reached it is
adjudged by a competent tribunal that a constructive loss of the Vessel has
occurred or the Vessel’s owners issue a notice of abandonment to the
underwriters.


 


The termination of this Agreement shall be without
prejudice to all rights accrued due between the parties prior to the date of
termination.


 


Section 10. Fees Upon Termination with
respect to a Vessel. Upon termination of this Agreement, the Fee shall be
adjusted with respect to a Vessel as at the effective date of termination of
this Agreement, based on the Fees set forth in Schedule B. Any overpayment
shall forthwith be refunded to CLP and any underpayment shall forthwith be paid
to CSM.


 


Section 11. Surrender Of Books And Records.
Upon termination of this Agreement, CSM shall forthwith surrender to CLP any
and all books, records, documents and other property in the possession or
control of CSM relating to this Agreement and to the business, finance,
technology, trademarks or affairs of CLP and any member of the CLP Group and,
except as required by law, shall not retain any copies of same.


 


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Section 12. Entire Agreement. This
Agreement constitutes the entire agreement and understanding between the
parties with respect to the subject matter of this Agreement and (in relation
to such subject matter) supersedes and replaces all prior understandings and
agreements, written or oral, between the parties.


 


Section 13. Amendments to Agreement.
CSM reserves the right to make such changes to this Agreement as it shall
consider necessary to take account of regulatory changes which come into force
after the date hereof and which affect the operation of the Vessels. Such
changes will be intimated in writing to CLP and will come into force on
intimation or on the date on which such regulatory or other changes come into
effect (whichever shall be the later).


 


Section 14. Severability. If any
provision herein is held to be void or unenforceable, the validity and
enforceability of the remaining provisions herein shall remain unaffected and
enforceable.


 


Section 15. Currency. Unless stated
otherwise, all currency references herein are to United States Dollars.


 


Section 16. Law And Arbitration. This
Agreement shall be governed by the laws of England. Any dispute under this
Agreement shall be referred to arbitration in London in accordance with the
Arbitration Act 1996 or any statutory modification or re-enactment then in
force. The arbitration shall be conducted in accordance with the London Maritime
Arbitrators’ (LMAA) Terms current at the time when the arbitration is
commenced.


 


Save as after mentioned, the reference shall
be to three arbitrators, one to be appointed by each party and the third by the
two arbitrators so appointed. A party wishing to refer a dispute to arbitration
shall appoint its arbitrator and send notice of such appointment to the other
party requiring the other party to appoint its arbitrator within 14 calendar
days of that notice and stating that it will appoint its arbitrator as sole
arbitrator unless the other party appoints its own arbitrator and gives notice
that it has done so within the 14 calendar days specified. If the other party
does not appoint its own arbitrator and give notice that it has done so within
the 14 calendar days specified, the party referring the dispute to arbitration
may, without the requirement of any further prior notice to the other party,
appoint its arbitrator as sole arbitrator and shall advise the other party
accordingly. The award of a sole arbitrator shall be as binding as if he had
been appointed by agreement.


 


In cases where neither the claim nor any
counterclaim exceeds the sum of US$50,000 (or such other sum as the parties may
agree) the arbitration shall be conducted in accordance with the LMAA Small
Claims Procedure current at the time when the arbitration proceedings are
commenced.


 


Section 17. Notice. Notice under this
Agreement shall be given (via hand delivery or facsimile) as follows:


 


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If to CLP:


 


3 Iassonos Street


Piraeus, 18537, Greece


Attn: Ioannis E.
Lazaridis


Fax: +30 210 428 4285


 


 


If to CSM:


 


3 Iassonos Street


Piraeus, 18537, Greece


Attn: Capital Ship
Management


Fax: +30 210 428 4285


 


Section 18. Subcontracting And Assignment.
CSM shall not assign this Agreement to any party that is not a subsidiary or
affiliate of CSM except upon written consent of CLP. CSM may freely
sub-contract and sub-license this Agreement to any party, so long as CSM
remains liable for performance of the Services and its other obligations under
this Agreement.


 


Section 19. Waiver. The failure of
either party to enforce any term of this Agreement shall not act as a waiver.
Any waiver must be specifically stated as such in writing.


 


Section 20. Affiliates. This Agreement
shall be binding upon and inure to the benefit of the affiliates of CLP and/or
CSM.


 


Section 21. Counterparts. This
Agreement may be executed in one or more signed counterparts, facsimile or
otherwise, which shall together form one instrument.


 


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SCHEDULE A  



SERVICES


 


CSM shall provide such of the following commercial and
technical management services (the “Services”) to CLP, as CGP may from
time to time request and direct CSM to provide pursuant to Section 1.02:


 


(1)           Negotiating
on behalf of CLP time charters, bareboat charters and other employment
contracts with respect to the Vessels and monitor payments thereunder;


 


(2)           Exercising
of due diligence to:


 


(i)           maintain and preserve
each Vessel and her equipment in full compliance with applicable rules and
regulations, including Environmental Laws, good condition, running order and
repair, so that each Vessel shall be, insofar as due diligence can make her in
every respect seaworthy and in good operating condition;


 


(ii)          keep each Vessel in such
condition as will entitle her to the highest classification and rating from the
classification society chosen by her owner or charter for vessels of the class,
age and type;


 


(iii)         prepare
and obtain all necessary approvals for a shipboard oil pollution emergency plan
(SOPEP) in a form approved by the Marine Environment Protection Committee of
the International Maritime Organisation pursuant to the requirements of
Regulation 26 of Annex I of the International Convention for the Prevention of
Pollution from Ships, 1973, as modified by the Protocol of 1978 relating
thereto, as amended (MARPOL 73/78), and provide assistance with respect to such
other documentation and record-keeping requirements pursuant to applicable
Environmental Laws;


 


(iv)        arrange
for the preparation, filing and updating of a contingency Vessel Response Plan
in accordance with the requirements of the U.S. Oil Pollution Act of 1990 as
amended (“OPA”), and instruct the crew in all aspects of the operation of such
plan;


 


(v)         inform
CLP promptly of any major release or discharge of oil or other hazardous
material in compliance with law and identify and ensure the availability by
contract or otherwise of a Qualified Individual, a Spill Management Team, an
Oil Spill Removal Organisation (as such terms are defined by applicable
Environmental Laws), and any other individual or entity required by
Environmental Laws, resources having salvage, firefighting, lightering and, if
applicable, dispersant capabilities, and public relations/media personnel to
assist CLP to deal with the media in the event of discharges of oil;


 


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(vi)        arrange and procure for the vetting of the Vessels and CLP or CSM by
major charterers and arranging and attending relevant inspections of the
Vessels, including pre-vetting inspections, or visits at the premises of CSM up
to a maximum number of five inspection visits per Vessel per year to be
attended by CSM, with additional visits to be for the account of CLP; and


 


(vii)       provide copies of any
vessel inspection reports, valuations, surveys or similar reports upon request.


 


CSM is expressly authorized as agents for CLP to enter
into such arrangements by contract or otherwise as are required to ensure the
availability of the Services outlined above. CSM is further expressly
authorized as agents for CLP to enter into such other arrangements as may from
time to time be necessary to satisfy the requirements of OPA or other Federal
or State laws.


 


(3)           Storing,
victualing and supplying of each Vessel and the arranging for the purchase of
certain day to day stores, supplies and parts;


 


(4)           Procuring
and arrangement for port entrance and clearance, pilots, vessel agents,
consular approvals, and other services necessary or desirable for the
management and safe operation of each Vessel;


 


(5)           Preparing,
issuing or causing to be issued to shippers the customary freight contract,
cargo receipts and/or bills of lading;


 


(6)           Performance
of all usual and customary duties concerned with the loading and discharging of
cargoes at all ports;


 


(7)           Naming
of vessel agents for the transaction of each Vessel’s business;


 


(8)           Arrangement
and retention in full force and effect of all customary insurance pertaining to
each Vessel as instructed by the owner or charterer and all such policies of
insurance, including but not limited to protection and indemnity, hull and
machinery, war risk and oil pollution covering each Vessel; if requested by the
owner or charterer, making application for certificates of financial
responsibility on behalf of the Vessels covered hereunder;


 


(9)           Adjustment
and the negotiating of settlements, with or on behalf of claimants or
underwriters, of any claim, damages for which are recoverable under policies of
insurance;


 


(10)         If
requested, provide CLP with technical assistance in connection with any sale of
any Vessel. CSM will, if requested in writing by CLP, comment on the terms of
any proposed Memorandum of Agreement, but CLP will remain solely responsible
for agreeing the terms of any Memorandum of Agreement regulating any sale;


 


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(11)         Arrangement
or the prompt dispatch of each Vessel from loading and discharging ports and
for transit through canals;


 


(12)         Arrangement
for employment of counsel, and the investigation, follow-up and negotiating of
the settlement of all claims arising in connection with the operation of each
Vessel; it being understood that CLP will be responsible for the payment of
such counsel’s fees and expenses;


 


(13)         Arrangement
for the appointment of an adjuster and assistance in preparing the average
account, taking proper security for the cargo’s and freight’s proportion of
average, and in all ways reasonably possible protecting the interest of each
Vessel and her owner; it being understood that CLP will be responsible for the
payment of such adjuster’s fees and expenses;


 


(14)         Arrangement
for the appointment of surveyors and technical consultants as necessary; it being
understood that CLP will be responsible for the payment of such surveyor’s or
technical consultant’s fees and expenses outside the ordinary course of
business;


 


(15)         Negotiating
of the settlement of insurance claims of Vessel owner’s or charterer’s protection
and indemnity insurance and the arranging for the making of disbursements
accordingly for owner’s or charterer’s account; 
CLP shall arrange for the provision of any necessary guarantee bond or
other security;


 


(16)         Attendance
to all matters involving each Vessel’s crew, including, but not limited to, the
following:


 


(i)           arranging for the
procurement and enlistment for each Vessel, as required by applicable law, of
competent, reliable and duly licensed personnel (hereinafter referred to as “crew
members”) in accordance with the requirements of International Maritime
Organisation Convention on Standards of Training Certification and Watchkeeping
for Seafarers 1978 and as subsequently amended, and all replacements therefore
as from time to time may be required;


 


(ii)          arranging for all
transportation, board and lodging for the crew members as and when required at
rates and types of accommodations as customary in the industry;


 


(iii)         keeping and maintaining
full and complete records of any labour agreements which may be entered into
between owner or disponent owner and the crew members and the prompt reporting
to owner or disponent owner as soon as notice or knowledge thereof is received
of any change or proposed change in labour agreements or other regulations
relating to the master and the crew members;


 


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(iv)        negotiating the settlement
and payment of all wages with the crew members during the course of and upon
termination of their employment;


 


(v)         the handling of all
details and negotiating the settlement of any and all claims of the crew
members including, but not limited to, those arising out of accidents,
sickness, or death, loss of personal effects, disputes under articles or
contracts of enlistment, policies of insurance and fines;


 


(vi)        keeping and maintaining
all administrative and financial records relating to the crew members as
required by law, labour agreements, owner or charterer, and rendering to owner
or charterer any and all reports when, as and in such form as requested by
owner or charterer;


 


(vii)       the performance of any
other function in connection with crew members as may be requested by owner or
charterer; and


 


(viii)      negotiating with unions, if
required.


 


(17)         Payment
of all charges incurred in connection with the management of each Vessel,
including, but not limited to, the cost of the items listed in (2) to (16)
above, canal tolls, repair charges and port charges, and any amounts due to any
governmental agency with respect to the Vessel crews;


 


(18)         In
such form and on such terms as may be requested by CLP, the prompt reporting to
CLP of each Vessel’s movement, position at sea, arrival and departure dates,
casualties and damages received or caused by each Vessel;


 


(19)         In
case any of the Vessels is employed under a voyage charter, CLP shall pay for
all voyage related expenses (including bunkers, canal tolls and port dues)  and CSM shall arrange for the provision of
bunker fuel of the quality agreed with CLP as required for any Vessel’s trade.
CSM shall be entitled to order bunker fuel through such brokers or suppliers as
CLP deem appropriate unless CLP instruct CSM to utilize a particular supplier
which CSM will be obliged to do provided that the CLP have made prior credit
arrangements with such supplier. CLP shall comply with the terms of any credit
arrangements made by CSM on their behalf;


 


(20)         CSM
shall not in any circumstances have any liability for any bunkers which do not
meet the required specification. CSM will, however, take such action, on behalf
of CLP, against the supplier of the bunkers, as is agreed with CLP.


 


(21)         CSM
shall make arrangements as instructed by the Classification Society of each
Vessel for the intermediate and special survey of each Vessel and all costs in
connection with passing such surveys (including dry-docking) and satisfactory
compliance with class requirements will be borne by CSM.


 


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SCHEDULE B  



FEES


 


In consideration for the provision of the Services listed
in Schedule A by CSM to CLP, CLP shall pay CSM a fixed daily fee of US$5,500
per time-chartered Vessel, payable on the last day of each month, and will also
pay a fixed daily fee of US$250 per bareboat-chartered Vessel, as set forth in
the table below. This Schedule will be amended from time to time to reflect the
applicable fee for each Additional Vessel.


 




	
  Vessel Name

  	
   

  	
  Daily Fee in US$

  
	
   

  	
   

  	
   

  
	
  Atlantas

  	
   

  	
  250

  
	
   

  	
   

  	
   

  
	
  Aktoras

  	
   

  	
  250

  
	
   

  	
   

  	
   

  
	
  Agisilaos

  	
   

  	
  5,500

  
	
   

  	
   

  	
   

  
	
  Assos

  	
   

  	
  5,500

  
	
   

  	
   

  	
   

  
	
  Arionas

  	
   

  	
  5,500

  
	
   

  	
   

  	
   

  
	
  Axios

  	
   

  	
  5,500

  
	
   

  	
   

  	
   

  
	
  Aiolos

  	
   

  	
  250

  
	
   

  	
   

  	
   

  
	
  Avax

  	
   

  	
  5,500

  
	
   

  	
   

  	
   

  
	
  Atrotos

  	
   

  	
  5,500

  
	
   

  	
   

  	
   

  
	
  Akeraios

  	
   

  	
  5,500

  
	
   

  	
   

  	
   

  
	
  Anemos
  I

  	
   

  	
  5,500

  
	
   

  	
   

  	
   

  
	
  Apostolos

  	
   

  	
  5,500

  
	
   

  	
   

  	
   

  
	
  Alexandros
  II

  	
   

  	
  250

  
	
   

  	
   

  	
   

  
	
  Aristotelis
  II

  	
   

  	
  250

  
	
   

  	
   

  	
   

  
	
  Aris II

  	
   

  	
  250

  






 


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SCHEDULE C


 


VESSELS TO BE DELIVERED IN 2007
AND 2008


 




	
  Vessel
  Name

  	
   

  	
  Expected

  Delivery Date

  
	
   

  	
   

  	
   

  
	
  Atrotos

  	
   

  	
  05/07

  
	
   

  	
   

  	
   

  
	
  Akeraios

  	
   

  	
  08/07

  
	
   

  	
   

  	
   

  
	
  Anemos I

  	
   

  	
  10/07

  
	
   

  	
   

  	
   

  
	
  Apostolos

  	
   

  	
  10/07

  
	
   

  	
   

  	
   

  
	
  Alexandros II

  	
   

  	
  03/08

  
	
   

  	
   

  	
   

  
	
  Aristotelis II

  	
   

  	
  06/08

  
	
   

  	
   

  	
   

  
	
  Aris II

  	
   

  	
  08/08

  






 


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SCHEDULE D



EXTRAORDINARY FEES AND
COSTS


 


Notwithstanding anything to the contrary in this
Agreement, CSM will not be responsible for paying any costs liabilities and
expenses in respect of a Vessel, to the extent that such costs, liabilities and
expenses are “extraordinary”, which shall consist of the following:


 


(1)           repairs,
refurbishment or modifications, including those not covered by the guarantee of
the shipbuilder or by the insurance covering the Vessels, resulting from maritime
accidents, collisions, other accidental damage or unforeseen events (except to
the extent that such accidents, collisions, damage or events are due to the
fraud, gross negligence or wilfull misconduct of CSM, its employees or its
agents, unless and to the extent otherwise covered by insurance).


 


(2)           any
improvement, upgrade or modification to, structural changes with respect to the
installation of new equipment aboard any Vessel that results from a change in,
an introduction of new, or a change in the interpretation of, applicable laws,
at the recommendation of the classification society for that Vessel or
otherwise.


 


(3)           any
increase in crew employment expenses resulting from an introduction of new, or
a change in the interpretation of, applicable laws or resulting from the early
termination of the charter of any Vessel;


 


(4)           CSM
shall be entitled to receive additional remuneration for time spent on the
insurance, average and salvage claims (charged at the rate of US$800 per man
per day of 8 hours) in respect of the preparation and prosecution of claims,
the supervision of repairs and the provision of documentation relating to
adjustments).


 


(5)           CSM
shall be entitled to receive additional remuneration for time (charged at the
rate of US$750 per man per day of 8 hours) for any time of over 10 days per
year that the personnel of CSM will spend during vetting inspections and
attendance on the Vessels in connection with the pre-vetting and vetting of the
Vessels by any charterers. In addition CLP will pay any reasonable travel and
accommodation expenses of the CSM personnel incurred in connection with such
additional time spent.


 


(6)           CLP
shall pay the deductible of any insurance claims relating to the Vessels or for
any claims that are within such deductible range.


 


(7)           CLP
shall pay any significant increase in insurance premiums which are due to
factors such as “acts of God” outside of the control of CSM.


 


(8)           CLP
shall pay any tax, dues or fines imposed on the Vessels or CSM due to the
operation of the Vessels.


 


(9)           CLP
shall pay for any expenses incurred in connection with the sale or acquisition
of a Vessel, such as in connection with inspections and technical assistance.


 


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(10)         CLP
shall pay for any similar costs, liabilities and expenses that were not
reasonably contemplated by CLP and CSM as being encompassed by or a component
of the Fees at the time the Fees were determined.


 


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SCHEDULE E


 


DATE OF TERMINATION


 




	
  Vessel
  Name

  	
   

  	
  Expected

  Termination Date

  
	
   

  	
   

  	
   

  
	
  Atlantas

  	
   

  	
  January-April 2011

  
	
   

  	
   

  	
   

  
	
  Aktoras

  	
   

  	
  April-July 2011

  
	
   

  	
   

  	
   

  
	
  Agisilaos

  	
   

  	
  May-August 2011

  
	
   

  	
   

  	
   

  
	
  Assos

  	
   

  	
  February-May 2011

  
	
   

  	
   

  	
   

  
	
  Arionas

  	
   

  	
  August-November 2011

  
	
   

  	
   

  	
   

  
	
  Axios

  	
   

  	
  December 2011-March
  2012

  
	
   

  	
   

  	
   

  
	
  Aiolos

  	
   

  	
  November 2011- February
  2012

  
	
   

  	
   

  	
   

  
	
  Avax

  	
   

  	
  June 2010

  
	
   

  	
   

  	
   

  
	
  Atrotos

  	
   

  	
  February-May 2012

  
	
   

  	
   

  	
   

  
	
  Akeraios

  	
   

  	
  May-August 2012

  
	
   

  	
   

  	
   

  
	
  Anemos I

  	
   

  	
  July-October 2012

  
	
   

  	
   

  	
   

  
	
  Apostolos

  	
   

  	
  July-October 2012

  
	
   

  	
   

  	
   

  
	
  Alexandros II

  	
   

  	
  December 2012-March
  2013

  
	
   

  	
   

  	
   

  
	
  Aristotelis II

  	
   

  	
  March-June 2013

  
	
   

  	
   

  	
   

  
	
  Aris II

  	
   

  	
  May-August 2013

  






 


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